BOARD OF DIRECTORS
3.1 DEFINITIONS
For the purpose of this article, the term “Chief Executive” shall mean the officer, as shall be designated by the Member, who has Executive powers and authority.
3.2 FUNCTION
General policies shall be laid down by the Board of Directors. General supervision and control of the affairs of the Association shall be vested in the Board.
3.3 COMPOSITION AND APPOINTMENT OF THE BOARD
3.3.1 The Board shall consist of the Chief Executives of Full Members.
3.3.2 The Board may incorporate representatives of Associate Members as directors without voting rights to serve on the Board.
3.3.3 The Board authorises each director to designate an officer of the member he represents to serve as his alternate with full authority to act in his stead.
3.4 VACANCIES
There shall be substitution on the Board of any person who should succeed any Chief Executive serving during the year. Any vacancy arising among the directors for whatever reason shall be filled by appointment of a successor by the Member.
3.5 CHAIRMAN AND PRESIDENT
3.5.1 At the first meeting of the year, the Board shall appoint from among their full members who are paid up , a Chairman to serve a term of one year or until his successor is appointed whichever is the later. Every year a Chairman shall be appointed by the Board. If the office becomes vacant for any reason the Board shall appoint a successor to hold office for the unexpired term.
3.5.2 The Chairman, who shall be the President of the Association, shall preside over meetings of the Board and of the Members, and shall perform such other duties as the Board may direct from time to time. The Chairman shall serve as an ex-officio member of all the committees appointed by the Board.
3.5.3 The Board shall appoint a Vice-Chairman who shall succeed the chairman as President of the Association after one year. The Vice-Chairman shall preside over meetings of the Executive Committee. (See article 4)
3.6 MEETINGS AND VOTING
3.6.1 Regular meetings of the Board shall be held at the times and places designated by it. Special meetings of the Board may be called by the Chairman or by request of not less than three members of the Board.
3.6.2 Resolutions of the Board Meeting shall ordinarily be passed through consensus. However where this is not possible to attain resolutions will be subjected to a vote.
3.6.3 A majority of the number of directors shall constitute a quorum for the purpose of any meeting and matters. A motion shall be carried if it is supported by a 75% majority of the directors present at the meeting .
3.6.4 On urgent matters, the chairman may arrange a facsimile vote, but this would require a two-thirds majority.
3.6.5 Voting by mail shall be exercised in cases where it is neither practical nor necessary to convene a meeting of the Board of Directors of the Association. Ordinarily, voting shall be exercised by paid up members present only. A 75% of majority of eligible voters shall be required to carry a resolution.
Article 4. EXECUTIVE COMMITTEE
4.1 APPOINTMENT
4.1.1 Each member of the Board shall nominate an officer of that Member to serve on the Executive Committee.
4.1.2 The Executive Committee shall be chaired by the Vice-Chairman of the Board, or in his absence, the committee shall choose one of them to preside over that meeting.
4.1.3 The Executive Director of the Association or his representative shall be an ex-officio member of the Executive Committee.
4.2 FUNCTIONS OF THE EXECUTIVE COMMITTEE
The Executive Committee shall oversee the functioning of the Association and may act on behalf of and exercise the powers of the Board, reporting its action at the next meeting of the Board for approval. More specifically the Executive Committee shall perform the following functions:
- Direct, monitor and supervise activities of SARA Committees.
- Initiate policy formulation and present these to the Board for consideration.
- Deliberate on recommendations/proposals from SARA Committees pertaining to formation of project teams and resolve on the need for these or otherwise.
- Implement policies, decisions and programmes on behalf of the Board.
- Scrutinize and debate proposed capital and operating expenditure budgets prepared by the Secretariat.
- Monitor expenses of the Secretariat against budget provision
- Recommend signatories for SARA Accounts
Article 5. COMMITTEES AND EMPLOYEES
5.1 APPOINTMENT OF EMPLOYEES
The Board shall appoint and employ staff as deemed necessary for the conduct of the affairs of the Association
5.2 REMUNERATION
The Board shall approve the terms of employment and fix the compensation of permanent, temporary, and contract personnel
5.3 EXECUTIVE DIRECTOR
The Board shall appoint an Executive Director to execute general supervision over the affairs of the Association. The Executive Director shall have such powers and authority as delegated by the Board to perform the duties assigned to him by the Board.
In the absence of the Executive Director the Programmes Coordinator shall discharge the duties of the Executive Director.
5.4 PROGRAMMES COORDINATOR
The Board shall appoint a Programmes Coordinator who shall assist the Executive Director in coordinating the activities of the inter-disciplinary committees responsible for the planning, implementation and review of the regional business strategies of the members. He shall perform any other duties under the direction of the Executive Director.
The Programmes Coordinator shall deputise the Executive Director in his or her absence.
5.5 ADMINISTRATIVE OFFICER
An Administrative Officer shall be appointed to assist the Executive Director to keep a full and complete record of meetings of members of the Executive Committee and the Board and perform such other duties as may be assigned to him/her by the Executive Director.
5.6 INDEMNITY
The officers of the Association shall be indemnified against losses incurred by the Association except those incurred through willful act or default.
5.7 COMMITTEE STRUCTURE AND APPOINTMENT
5.7.1 The Board may authorise the establishment of committees with particular duties and terms of reference, as proposed by the Executive Committee or the Executive Director. The Board shall have the power to discontinue and abolish any committee the work of which is considered no longer necessary.
5.7.2 Members shall nominate representatives for committees to ensure adequate representation of the experience, practice and geographical location of the Members.
5.7.3 The Executive Director or his representative shall be an ex-officio member of each committee and shall provide the necessary administrative assistance and support for each committee.
